Interim report
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Wrkr Ltd ACN 611 202 414 Suite 1, Level 3, 104 Commonwealth Street, Surry Hills, NSW 2010 wrkr.com.au ASX ANNOUNCEMENT Appendix 4D (Half year report) and Half Year FY2026 Financial Report Thursday, 19 February 2026 Wrkr Ltd (ASX: WRK) releases its Appendix 4D and financial report for the half year ended 31 December 2025. The attached Appendix 4D and half year financial report have been approved by the Board. For queries: Trent Lund Chief Executive Officer T. +61 404 570 000 E. trent.lund@wrkr.com.au This release contains forward-looking statements and information that are necessarily subject to risks, uncertainties and assumptions. Many factors could cause actual results, performance or achievements of Wrkr Ltd to be materially different from those expressed or implied in this release including, amongst others, changes in general economic and business conditions, regulatory environment, results of advertising and sales activities, competition, and the availability of resources. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this release. Except as required by law, Wrkr Ltd assumes no obligation to update or correct the information in this release. To the maximum extent permitted by law, Wrkr Ltd and its subsidiaries and officers do not make any representation or warranty as to the likelihood of fulfilment of any forward-looking statements and disclaim responsibility and liability for any forward- looking statements or other information in this release. This release should be read in conjunction with Wrkr Ltd’s ASX announcements and releases. For personal use only
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Wrkr Ltd ACN: 611 202 414 ASX Code WRK Financial Report for the half-year ended 31 December 2025 For personal use only
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Wrkr Ltd Appendix 4D Half-year report 1. Company details Name of entity: Wrkr Ltd ABN: 50 611 202 414 Reporting period: For the half-year ended 31 December 2025 Previous period: For the half-year ended 31 December 2024 2. Results for announcement to the market $ Revenues from ordinary activities up 43.0% to 6,990,007 Loss from ordinary activities after tax attributable to the owners of Wrkr Ltd up 75.3% to (2,666,076) Loss for the half-year attributable to the owners of Wrkr Ltd up 75.3% to (2,666,076) Dividends There were no dividends paid, recommended or declared during the current financial period. Comments The loss for the Group after providing for income tax amounted to $2,666,076 (31 December 2024: $1,521,125). Further commentary on the Group’s operating performance and results from operations are set out in the attached Interim Report. 3. Net tangible assets 31 Dec 2025 30 Jun 2025 Cents Cents Net tangible assets per ordinary security 0.75 0.26 The net tangible assets calculation includes rights-of-use assets of $570,289 (30 Jun 2025: $16,719) and the corresponding lease liabilities of $581,617 (30 Jun 2025: $21,543). 4. Control gained over entities Not applicable. 5. Loss of control over entities Not applicable. 6. Dividends Current period There were no dividends paid, recommended or declared during the current financial period. Previous period There were no dividends paid, recommended or declared during the previous financial period. For personal use only
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Wrkr Ltd Appendix 4D Half-year report 7. Dividend reinvestment plans Not applicable. 8. Details of associates and joint venture entities Not applicable. 9. Foreign entities Details of origin of accounting standards used in compiling the report: Not applicable. 10. Audit qualification or review Details of audit/review dispute or qualification (if any): The financial statements were subject to a review by the auditors and there was no dispute or qualification. The review report is attached as part of the Interim Report. 11. Attachments Details of attachments (if any): The Interim Report of Wrkr Ltd for the half-year ended 31 December 2025 is attached. 12. Signed Authorised by the Board of Directors Signed ___________________________ Date: 19 February 2026 Emma Dobson Non-Executive Chair Sydney For personal use only
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Wrkr Ltd ABN 50 611 202 414 Interim Report - 31 December 2025 For personal use only
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Wrkr Ltd Contents 31 December 2025 1 Directors' report 2 Auditor's independence declaration 5 Consolidated statement of profit or loss and other comprehensive income 6 Consolidated statement of financial position 7 Consolidated statement of changes in equity 8 Consolidated statement of cash flows 9 Notes to the consolidated financial statements 10 Directors' declaration 20 Independent auditor's review report to the members of Wrkr Ltd 21 For personal use only
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Wrkr Ltd Directors' report 31 December 2025 2 The Directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the 'Group') consisting of Wrkr Ltd (referred to hereafter as the 'Company' or 'parent entity') and the entities it controlled at the end of, or during, the half-year ended 31 December 2025. Directors The following persons were Directors of Wrkr Ltd during the whole of the financial half-year and up to the date of this report, unless otherwise stated: Emma Dobson - Non-Executive Director and Chair Trent Lund - Chief Executive Officer and Managing Director Paul Collins - Non-Executive Director Duncan McLennan - Non-Executive Director (appointed on 7 July 2025) Principal activities During the financial year the principal activities of the Group consisted of operating the following businesses: ● Wrkr PLATFORM, a modern cloud-based compliance platform for handling messaging with the Australian Taxation Office ('ATO'), SuperStream, Single Touch Payroll ('STP') 2.0, Pan-European Public Procurement Online ('PEPPOL'), Standard Business Reporting ('SBR') and State authorities, and orchestrating payment processing for worker pay and super contributions for fund administrators; ● Wrkr PAY, a superannuation gateway and clearing house and payment handling solution for processing of employee pay and super contributions for payrolls and superfunds. This product includes the Wrkr SMSF Hub providing ATO messaging and contributions compliance for Self Managed Super Funds ('SMSFs'); and ● Wrkr READY, a white label employee onboarding solution to manage the compliant onboarding of full-time and casual workers. The Group holds payment processing patents in the USA. Dividends There were no dividends paid, recommended or declared during the current or previous financial half-year. Review of operations The loss for the Group after providing for income tax amounted to $2,666,076 (31 December 2024: $1,521,125). The Earnings Before Interest, Taxes, Depreciation and Amortisation ('EBITDA') for half-year 31 December 2025, was a net loss of $1,240,753 compared to net loss for half-year 31 December 2024 of $407,871. EBITDA is a financial measure not prescribed by Australian Accounting Standards (‘AAS’) and represents the profit under AAS adjusted for depreciation, amortisation, interest revenue, finance costs, abandoned capital raise costs, business acquisition costs and tax expenses. Interest income earned on restricted client trust funds are not adjusted as they are operational revenues and reflect part of the core earnings of the Group. The directors consider EBITDA to reflect the core earnings of the Group. The following table summarises key reconciling items between statutory profit after tax and EBITDA: Consolidated 31 Dec 2025 31 Dec 2024 $ $ Loss after income tax benefit (2,666,076) (1,521,125) Add: Finance costs 24,392 19,354 Add: Business acquisition costs 226,094 - Less: Interest revenue (268,661) (121,430) Less: Abandoned capital raise costs - (116,150) Earnings Before Interest and Tax, ('EBIT') (2,684,251) (1,739,351) Add: depreciation and amortisation 1,443,498 1,331,480 EBITDA (1,240,753) (407,871) The Directors have assessed the Group as a going concern, as explained in note 2 to the financial statements. For personal use only
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Wrkr Ltd Directors' report 31 December 2025 3 Corporate overview Wrkr Ltd ('Wrkr') is an Australian regulatory technology business helping Australian employers to simplify workforce compliance across the hire-to-retire lifecycle. Wrkr replaces paper-based compliance processes across employee onboarding, payments, super contributions and self-managed superannuation funds ('SMSFs') with a simple, intuitive, and digital experience. The Group digitises compliance moments in real time by facilitating the collection, transfer and processing of data and payments between regulated authorities and participants in the ecosystem (HR/payrolls, Accountants, Advisors, Banks, Australian Prudential Regulation Authority ('APRA') and self-managed super fund ('SMSF') and federal departments like the Australian Taxation Office ('ATO')). Significant changes in the state of affairs On 8 August 2025, Wrkr successfully completed a $15,000,000 placement of approximately 166,666,667 new fully paid ordinary shares to institutional, professional and sophisticated investors at a price of $0.09 per new share (“Placement Price”). The Placement Price represents a: ● 6.3% discount to the last traded price of A$0.096 on 6 August 2025 ● 11.0% discount to the 15-day VWAP of $0.1011 to 6 August 2025 On 15 August 2025, new shares offered under the placement were settled. The Funds raised under the Placement are being, or have been, used for the following: (1) Subject to successful negotiations: ▪ Increase resource capacity to prepare to concurrently onboard the MUFG Retirement Solutions remaining Super Funds seeking Payday Super compliance by 1 July 2026; and ▪ Fund the implementation of Cloud Payrolls seeking supplier changes to meet the new requirements of Payday Super and manage costs of increased transaction volumes expected. (2) Develop Wrkr’s solution, sales and support capability to serve current users of the ATO Small Business Superannuation Clearing House ('SBSHC') as it is decommissioned. (3) Fund the integration costs of a potential ‘bolt on’ acquisition that provides value accretive compliance moments, or alternatively accelerate the internal development of this capability in readiness for employer SaaS subscriptions. (4) Support working capital. (5) Cover the costs associated with the Placement offer. There were no other significant changes in the state of affairs of the Group during the financial half-year. Matters subsequent to the end of the financial half-year On 22 December 2025, Wrkr Limited announced that it had entered into a binding agreement to acquire 100% of the issued share capital of PaidRight Holdings Pty Ltd ('PaidRight'), a payroll compliance platform services provider to Australian enterprises. The acquisition was completed on 5 February 2026 after shareholder approval and the satisfaction of conditions precedent. Wrkr Ltd issued 90,909,091 ordinary shares on 5 February 2026 as consideration for the acquisition of PaidRight, resulting in total consideration, excluding acquisition costs, of $13,636,364 based on the Wrkr Ltd closing share price on completion date. At the date of approval of these financial statements, the initial accounting for the business combination has not been completed. As permitted under AASB 3 Business Combinations, the Group will finalise the fair value of identifiable assets and liabilities within 12 months of the acquisition date. As control of PaidRight Holdings Pty Ltd had not transferred to the Group at 31 December 2025, the business combination has not been recognised in the consolidated financial statements for the year ended 31 December 2025. Administration and corporate costs incurred in connection with the business combination have been recognised as an expense in profit or loss in the period incurred. The business combination will be recognised in the financial statements for the period in which control is obtained. For personal use only
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Wrkr Ltd Directors' report 31 December 2025 4 No other matter or circumstance has arisen since 31 December 2025 that has significantly affected, or may significantly affect the Group's operations, the results of those operations, or the Group's state of affairs in future financial years. Auditor's independence declaration A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this Directors' report. This report is made in accordance with a resolution of Directors, pursuant to section 306(3)(a) of the Corporations Act 2001. On behalf of the Directors ___________________________ Emma Dobson Non-Executive Chair 19 February 2026 Sydney For personal use only
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Grant Thornton Audit Pty Ltd Level 26 Grosvenor Place 225 George Street Sydney NSW 2000 Locked Bag Q800 Queen Victoria Building NSW 1230 T +61 2 8297 2400 grantthornton.com.au ACN-130 913 594 Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389. Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Limited is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389 and its Australian subsidiaries and related entities. Liability limited by a scheme approved under Professional Standards Legislation. Auditor’s Independence Declaration To the Directors of Wrkr Ltd In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the review of Wrkr Ltd for the half-year ended 31 December 2025. I declare that, to the best of my knowledge and belief, there have been: a no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the review; and b no contraventions of any applicable code of professional conduct in relation to the review. Grant Thornton Audit Pty Ltd Chartered Accountants R J Isbell Partner – Audit & Assurance Sydney, 19 February 2026 5 For personal use only
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Wrkr Ltd Consolidated statement of profit or loss and other comprehensive income For the half-year ended 31 December 2025 Consolidated Note 31 Dec 2025 31 Dec 2024 $ $ The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes 6 Revenue Service fees 4 5,754,944 3,610,005 Interest on restricted client trust funds 1,235,063 1,273,500 Revenue from continuing operations 6,990,007 4,883,505 Government grants 41,755 69,719 Interest revenue calculated using the effective interest method 268,661 121,430 Expenses Employee benefits expense (4,909,220) (3,265,852) Consulting fees (176,448) (287,276) Depreciation and amortisation expense 5 (1,443,498) (1,331,480) Impairment of receivables (15,355) (6,626) Conference and marketing expense (167,089) (84,363) Transaction costs (642,621) (437,547) Premises expense (116,660) (60,480) Software subscriptions (692,614) (437,984) Audit fees (104,985) (109,573) Compliance and security fees (249,024) (120,144) Business acquisition costs (226,094) - Share-based payments 15 (147,163) (187,060) ASX listing costs (63,970) (40,516) Subcontractor expense (632,000) - Other expenses (355,366) (207,524) Finance costs 5 (24,392) (19,354) Loss before income tax expense (2,666,076) (1,521,125) Income tax expense - - Loss after income tax expense for the half-year attributable to the owners of Wrkr Ltd (2,666,076) (1,521,125) Other comprehensive income for the half-year, net of tax - - Total comprehensive income for the half-year attributable to the owners of Wrkr Ltd (2,666,076) (1,521,125) Cents Cents Basic earnings per share 14 (0.144) (0.096) Diluted earnings per share 14 (0.144) (0.096) For personal use only
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Wrkr Ltd Consolidated statement of financial position As at 31 December 2025 Consolidated Note 31 Dec 2025 30 Jun 2025 $ $ The above consolidated statement of financial position should be read in conjunction with the accompanying notes 7 Assets Current assets Cash and cash equivalents 16,183,837 5,729,498 Trade and other receivables 2,136,625 1,705,399 Contract assets 790,302 734,957 Restricted client trust funds 6 67,867,351 49,330,345 Total current assets 86,978,115 57,500,199 Non-current assets Plant and equipment 305,830 149,399 Right-of-use assets 7 570,289 16,719 Intangibles 8 15,045,641 13,251,992 Total non-current assets 15,921,760 13,418,110 Total assets 102,899,875 70,918,309 Liabilities Current liabilities Trade and other payables 2,318,067 1,656,508 Contract liabilities 9 1,117,941 512,617 Borrowings 39,482 157,926 Lease liabilities 240,358 21,543 Employee benefits 1,362,740 1,233,708 Deferred R&D government grant 75,402 83,510 Liability for restricted client trust funds 6 67,867,351 49,330,345 Total current liabilities 73,021,341 52,996,157 Non-current liabilities Lease liabilities 341,259 - Employee benefits 199,004 144,786 Deferred R&D government grant 79,491 113,138 Total non-current liabilities 619,754 257,924 Total liabilities 73,641,095 53,254,081 Net assets 29,258,780 17,664,228 Equity Issued capital 10 70,464,497 56,180,699 Share-based payments reserve 11 430,173 453,343 Accumulated losses (41,635,890) (38,969,814) Total equity 29,258,780 17,664,228 For personal use only
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Wrkr Ltd Consolidated statement of changes in equity For the half-year ended 31 December 2025 The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes 8 Issued capital Share- based payments reserve Accumulated losses Total equity Consolidated $ $ $ $ Balance at 1 July 2024 44,891,201 263,937 (36,345,342) 8,809,796 Loss after income tax expense for the half-year - - (1,521,125) (1,521,125) Other comprehensive income for the half-year, net of tax - - - - Total comprehensive income for the half-year - - (1,521,125) (1,521,125) Transactions with owners in their capacity as owners: Contributions of equity, net of transaction costs 11,165,433 - - 11,165,433 Share-based payments (note 11) - 187,060 - 187,060 Conversion of performance rights 124,065 (124,065) - - Balance at 31 December 2024 56,180,699 326,932 (37,866,467) 18,641,164 Issued capital Share- based payments reserve Accumulated losses Total equity Consolidated $ $ $ $ Balance at 1 July 2025 56,180,699 453,343 (38,969,814) 17,664,228 Loss after income tax expense for the half-year - - (2,666,076) (2,666,076) Other comprehensive income for the half-year, net of tax - - - - Total comprehensive income for the half-year - - (2,666,076) (2,666,076) Transactions with owners in their capacity as owners: Contributions of equity, net of transaction costs (note 10) 14,113,465 - - 14,113,465 Share-based payments (note 11) - 147,163 - 147,163 Conversion of performance rights 170,333 (170,333) - - Balance at 31 December 2025 70,464,497 430,173 (41,635,890) 29,258,780 For personal use only
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Wrkr Ltd Consolidated statement of cash flows For the half-year ended 31 December 2025 Consolidated 31 Dec 2025 31 Dec 2024 $ $ The above consolidated statement of cash flows should be read in conjunction with the accompanying notes 9 Cash flows from operating activities Receipts from customers (inclusive of GST) 7,225,641 4,199,236 Payments to suppliers and employees (inclusive of GST) (7,425,078) (4,693,550) Interest received 268,661 121,430 Interest and other finance costs paid (5,318) (101,312) Net cash from/(used in) operating activities 63,906 (474,196) Cash flows from investing activities Payments for property, plant and equipment (416,229) (50,540) Payments for intangibles (3,089,794) (1,152,939) Proceeds from disposal of property, plant and equipment 2,009 - Net cash used in investing activities (3,504,014) (1,203,479) Cash flows from financing activities Proceeds from issue of shares 15,000,000 7,811,000 Payments for share issue transaction costs (886,535) (652,353) Repayment of borrowings (118,444) (134,093) Repayment of leases (100,574) (65,930) Net cash from financing activities 13,894,447 6,958,624 Net increase in cash and cash equivalents 10,454,339 5,280,949 Cash and cash equivalents at the beginning of the financial half-year 5,729,498 1,936,677 Cash and cash equivalents at the end of the financial half-year 16,183,837 7,217,626 For personal use only
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Wrkr Ltd Notes to the consolidated financial statements 31 December 2025 10 Note 1. General information The financial statements cover Wrkr Ltd as a Group consisting of Wrkr Ltd ('Company' or 'parent entity') and the entities it controlled at the end of, or during, the half-year (together referred to in these financial statements as the 'Group'). The financial statements are presented in Australian dollars which is Wrkr Ltd's functional and presentation currency. Wrkr Ltd is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is: Suite 1, Level 3 104-112 Commonwealth Street Surry Hills, NSW 2010 A description of the nature of the Group's operations and its principal activities are included in the Directors' report which is not part of the financial statements. The financial statements were authorised for issue, in accordance with a resolution of Directors, on 19 February 2026. The Directors have the power to amend and reissue the financial statements. Note 2. Material accounting policy information These general purpose financial statements for the interim half-year reporting period ended 31 December 2025 have been prepared in accordance with Australian Accounting Standard AASB 134 'Interim Financial Reporting' and the Corporations Act 2001, as appropriate for for-profit oriented entities. Compliance with AASB 134 ensures compliance with International Financial Reporting Standard IAS 34 'Interim Financial Reporting'. These general purpose financial statements do not include all the notes of the type normally included in annual financial statements. Accordingly, these financial statements are to be read in conjunction with the annual report for the year ended 30 June 2025 and any public announcements made by the Company during the interim reporting period in accordance with the continuous disclosure requirements arising under Australian Securities Exchange Listing Rules and the Corporations Act 2001. The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period, unless otherwise stated. New or amended Accounting Standards and Interpretations adopted The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period. The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial performance or position of the Group during the financial half-year ended 31 December 2025 and are not expected to have a significant impact for the full financial year ending 30 June 2025. Any new or amended Accounting Standards or Interpretations not yet mandatory have not been early adopted. Going concern The financial statements have been prepared on a going concern basis, which assumes the continuity of normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business. For the half-year ended 31 December 2025, the Group recorded a loss before income tax of $2,666,076 and net cash outflows from operating and investing activities however, as at 31 December 2025 the Group had net current assets of $13,956,774 including cash and cash equivalents of $16,183,837. The Directors believe the going concern basis of preparation is appropriate, based on the Group’s strong cash position, continued execution of its contracts with MUFG across REST, AustralianSuper and several of MUFG's smaller funds, expected revenue generation from established and long-term customers, planned investment in growth opportunities, and ongoing focus on operating performance and working capital management. For personal use only
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Wrkr Ltd Notes to the consolidated financial statements 31 December 2025 11 Note 3. Operating segments Identification of reportable operating segments The Group is organised into one operating segment relating to the provision of services that enable its customers to meet their regulatory compliance across the hire to retire life cycle. It does that by facilitating the transfer of data and payments between regulated authorities and participants of the ecosystem (HR/payrolls, Accountants, Banks, APRA, and SMSF Funds and federal departments like the ATO). The information reported to the Board of Directors (being the Chief Operating Decision Makers ('CODM')) consists of the results as shown in the statement of profit or loss and other comprehensive income and statement of financial position in this Interim Report and has therefore not been replicated as segment disclosure. The Directors have determined that there are no operating segments identified for the year which are considered separately reportable. Note 4. Service fees revenue Disaggregation of service fees revenue The disaggregation of service fees is as follows: Consolidated 31 Dec 2025 31 Dec 2024 $ $ Major product lines Wrkr Pay 2,732,389 2,519,849 Wrkr Platform 2,998,180 1,014,475 Wrkr Ready 24,375 75,681 5,754,944 3,610,005 Geographical regions Australia 5,754,944 3,610,005 Timing of revenue recognition Services transferred at a point in time 1,714,561 1,442,865 Services transferred over time 4,040,383 2,167,140 5,754,944 3,610,005 For personal use only
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Wrkr Ltd Notes to the consolidated financial statements 31 December 2025 12 Note 5. Expenses Consolidated 31 Dec 2025 31 Dec 2024 $ $ Loss before income tax includes the following specific expenses: Depreciation Plant and equipment 4,669 4,866 Office equipment 54,679 18,054 Right-of-use assets 88,005 50,158 Total depreciation 147,353 73,078 Amortisation Intellectual property 69,869 104,414 Patents and trademarks 8,800 8,801 Software 1,121,576 1,049,287 Client relationships 95,900 95,900 Total amortisation 1,296,145 1,258,402 Total depreciation and amortisation 1,443,498 1,331,480 Finance costs Interest and finance charges paid/payable on borrowings 5,318 13,948 Interest and finance charges paid/payable on lease liabilities 19,074 5,406 Finance costs expensed 24,392 19,354 Leases Short-term lease payments 116,660 60,480 Superannuation expense Defined contribution superannuation expense 641,973 382,353 Note 6. Restricted client trust funds Consolidated 31 Dec 2025 30 Jun 2025 $ $ Current assets Restricted client trust funds 67,867,351 49,330,345 Current liabilities Liability for restricted client trust funds 67,867,351 49,330,345 Restricted client trust funds The cash in the restricted client trust funds are held in bank accounts specifically designated as funds in trust for clients, with all client trust funds segregated from the Group's own cash. The Group may earn interest from these client funds held in trust. The average interest rate on restricted client trust funds for the half-year ended 31 December 2025 was 3.71% (30 June 2025: 4.28%). Typically, cash on restricted client trust funds move through the Company's trust funds within a standard 3-day settlement period. For personal use only
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Wrkr Ltd Notes to the consolidated financial statements 31 December 2025 13 Note 7. Right-of-use assets Consolidated 31 Dec 2025 30 Jun 2025 $ $ Non-current assets Right-of-use 842,206 200,631 Less: Accumulated depreciation (271,917) (183,912) 570,289 16,719 The Group leases a building for its Melbourne office under agreements of 3 years with an option to extend. The lease has various escalation clauses. On renewal, the terms of the lease are renegotiated. The Group's lease of its Sydney office has ended and the option to extend was not exercised. This lease is now on month to month terms. Reconciliations Reconciliations of the written down values at the beginning and end of the current financial half-year are set out below: Right-of-use Consolidated $ Balance at 1 July 2025 16,719 Additions 641,575 Depreciation expense (88,005) Balance at 31 December 2025 570,289 For personal use only
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Wrkr Ltd Notes to the consolidated financial statements 31 December 2025 14 Note 8. Intangibles Consolidated 31 Dec 2025 30 Jun 2025 $ $ Non-current assets Goodwill - at cost 11,921,492 11,921,492 Less: Impairment (6,755,549) (6,755,549) 5,165,943 5,165,943 Intellectual property - at cost 1,054,611 1,054,611 Less: Accumulated amortisation (1,047,442) (977,573) 7,169 77,038 Patents and trademarks - at cost 1,079,981 1,079,981 Less: Accumulated amortisation (296,814) (288,014) Less: Impairment (712,753) (712,753) 70,414 79,214 Software - at cost 23,507,063 20,417,269 Less: Accumulated amortisation (12,121,798) (11,000,222) Less: Impairment (1,667,133) (1,667,133) 9,718,132 7,749,914 Brand name - at cost 68,000 68,000 Client relationships - at cost 6,082,600 6,082,600 Less: Accumulated amortisation (5,142,565) (5,046,665) Less: Impairment (924,052) (924,052) 15,983 111,883 15,045,641 13,251,992 Reconciliations Reconciliations of the written down values at the beginning and end of the current financial half-year are set out below: Goodwill Intellectual property Patents and trademarks Software Brand name Client relationships Total Consolidated $ $ $ $ $ $ $ Balance at 1 July 2025 5,165,943 77,038 79,214 7,749,914 68,000 111,883 13,251,992 Additions - - - 3,089,794 - - 3,089,794 Amortisation expense - (69,869) (8,800) (1,121,576) - (95,900) (1,296,145) Balance at 31 December 2025 5,165,943 7,169 70,414 9,718,132 68,000 15,983 15,045,641 For personal use only
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Wrkr Ltd Notes to the consolidated financial statements 31 December 2025 15 Note 9. Contract liabilities Consolidated 31 Dec 2025 30 Jun 2025 $ $ Current liabilities Contract liabilities 1,117,941 512,617 Reconciliation Reconciliation of the written down values at the beginning and end of the current and previous financial period are set out below: Opening balance 512,617 832,297 Payments received in advance 1,808,949 1,835,059 Transfer to revenue - performance obligations satisfied in previous periods (1,203,625) (2,154,739) Closing balance 1,117,941 512,617 Note 10. Issued capital Consolidated 31 Dec 2025 30 Jun 2025 31 Dec 2025 30 Jun 2025 Shares Shares $ $ Ordinary shares - fully paid 1,900,075,418 1,722,774,163 70,464,497 56,180,699 Movements in ordinary share capital Details Date Shares Issue price $ Balance 1 July 2025 1,722,774,163 56,180,699 Issue of shares through share placement 15 August 2025 166,666,667 $0.090 15,000,000 Issue of shares through conversion of performance rights (class A) 05 September 2025 2,830,500 $0.012 33,966 Issue of shares through conversion of performance rights (class C) 05 September 2025 750,000 $0.010 7,500 Issue of shares through conversion of performance rights (Class D) 05 September 2025 2,933,334 $0.030 88,000 Issuance of shares through conversion of share options 17 October 2025 4,120,754 $0.022 40,867 Share placement and share purchase plan transaction costs (886,535) Balance 31 December 2025 1,900,075,418 70,464,497 Note 11. Share-based payments reserve Consolidated 31 Dec 2025 30 Jun 2025 $ $ Share option reserve 348,903 331,876 Performance right reserve 81,270 121,467 430,173 453,343 For personal use only
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Wrkr Ltd Notes to the consolidated financial statements 31 December 2025 Note 11. Share-based payments reserve (continued) 16 Movements in reserves Movements in each class of reserve during the current financial half-year are set out below: Share option Performance rights Total share- based payment reserves Consolidated $ $ $ Balance at 1 July 2025 331,876 121,467 453,343 Share-based payment 57,894 89,269 147,163 Conversion to ordinary shares (40,867) (129,466) (170,333) Balance at 31 December 2025 348,903 81,270 430,173 Note 12. Dividends There were no dividends paid, recommended or declared during the current or previous financial half-year. Note 13. Contingent liabilities The Group had no material contingent liabilities at 31 December 2025 or 30 June 2025. Note 14. Earnings per share Consolidated 31 Dec 2025 31 Dec 2024 $ $ Loss after income tax attributable to the owners of Wrkr Ltd (2,666,076) (1,521,125) Number Number Weighted average number of ordinary shares used in calculating basic earnings per share 1,854,559,361 1,585,823,315 Weighted average number of ordinary shares used in calculating diluted earnings per share 1,854,559,361 1,585,823,315 Cents Cents Basic earnings per share (0.144) (0.096) Diluted earnings per share (0.144) (0.096) 39,800,000 share options and 43,905,666 performance rights have been excluded from the above calculation for diluted earnings per share at 31 December 2025 (31 December 2024: 45,000,000 share options, 12,419,500 performance rights) as their inclusion would be anti-dilutive due to the loss for the half-year. Note 15. Share-based payments Employee Securities Incentive Plan On 10 December 2025, the Company granted 38,000,000 class E performance rights to its staff under the Company's Employee Securities Incentive Plan ('ESIP'). For personal use only
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Wrkr Ltd Notes to the consolidated financial statements 31 December 2025 Note 15. Share-based payments (continued) 17 The vesting conditions of the performance rights follow: Class Number of rights Vesting date Vesting conditions Class E - Tranche 1 9,500,000 30 business days following the date that the vesting conditions are satisfied The vesting conditions for Tranche 1 performance rights are the satisfaction of both of the following: (a) the achievement of 5 million or higher users on the Wrkr One platform; and (b) the holder is employed by the Company or one of its subsidiaries as at the date the vesting condition in paragraph (a) is achieved. For the purposes of the above vesting condition (a), a user of the Wrkr One platform is a unique tax file number that comes into the Wrkr One platform from an employer. If these conditions are not satisfied by 31 August 2028, then the Tranche 1, performance rights will automatically lapse on this date if they have not lapsed earlier. Class E - Tranche 2 9,500,000 30 business days following the date that the vesting conditions are satisfied The vesting conditions for Tranche 2 performance rights are the satisfaction of both of the following: (a) the achievement of 7 million or higher users on the Wrkr One platform; and (b) the holder is employed by the Company or one of its subsidiaries as at the date the vesting condition in paragraph (a) is achieved. For the purposes of the above vesting condition (a), a user of the Wrkr One platform is a unique tax file number that comes into the Wrkr One platform from an employer. If these conditions are not satisfied by 31 August 2028, then the Tranche 2, performance rights will automatically lapse on this date if they have not lapsed earlier. Class E - Tranche 3 9,500,000 30 business days following the date that the vesting conditions are satisfied The vesting conditions for Tranche 3 performance rights are the satisfaction of both of the following: (a) the holder is employed by the Company or one of its subsidiaries as at the date the vesting condition in paragraph (b) is achieved; and (b) the achievement by the Company and its subsidiaries (as defined in the Corporations Act 2001) of the Quarterly Recurring Revenue (as determined by Australian Accounting Standards) of $12.25 million or higher. For the purposes of the above vesting condition in paragraph (b), Quarterly Recurring Revenue will be tested at the beginning of each calendar month in relation to the 3 previous calendar months and for the avoidance of doubt can be achieved in relation to any 3 consecutive months. For personal use only
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Wrkr Ltd Notes to the consolidated financial statements 31 December 2025 Note 15. Share-based payments (continued) 18 Class Number of rights Vesting date Vesting conditions For the purpose of the above vesting condition in paragraph (b), the quarterly recurring Revenue calculations does not include: (i) one-off or extraordinary items; (ii) revenue received in the form of grants, allowances, rebates or other hand-outs; (iii) revenue or profit that has been 'manufactured' to achieve the performance milestones; (iv) revenue attributable to any asset, business or company acquisitions by the Company or its subsidiaries. If these conditions are not satisfied by 31 August 2028, then the Tranche 3, performance rights will automatically lapse on this date if they have not lapsed earlier. Class E - Tranche 4 9,500,000 31 August following the date that the vesting conditions are satisfied The vesting conditions for Tranche 3 performance rights are the satisfaction of both of the following: (a) the holder is employed by the Company or one of its subsidiaries as at the date the vesting condition in paragraph (b) is achieved; and (b) the achievement by the Company and its subsidiaries (as defined in the Corporations Act 2001) of EBITDA of $25 million or higher. For the purpose of the above vesting condition in paragraph (b), the EBITDA calculations does not include: (i) one-off or extraordinary items; (ii) revenue received in the form of grants, allowances, rebates or other hand-outs; (iii) revenue or profit that has been 'manufactured' to achieve the performance milestones; (iv) revenue or expense attributable to any asset, business or company acquisitions by the Company or its subsidiaries. If these conditions are not satisfied by 31 August 2028, then the Tranche 4, performance rights will automatically lapse on this date if they have not lapsed earlier. Total expense arising from share-based payment transactions recognised as of 31 December 2025 was $147,163 (31 December 2024: $187,060). The valuation of the performance rights issued on 10 December 2025 was based on the closing share price of $0.13 on the grant date, adjusted for Management's assessment of the probability of the non-market vesting conditions being successfully met. Note 16. Events after the reporting period On 22 December 2025, Wrkr Limited announced that it had entered into a binding agreement to acquire 100% of the issued share capital of PaidRight Holdings Pty Ltd ('PaidRight'), a payroll compliance platform services provider to Australian enterprises. The acquisition was completed on 5 February 2026 after shareholder approval and the satisfaction of conditions precedent. For personal use only
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Wrkr Ltd Notes to the consolidated financial statements 31 December 2025 Note 16. Events after the reporting period (continued) 19 Wrkr Ltd issued 90,909,091 ordinary shares on 5 February 2026 as consideration for the acquisition of PaidRight, resulting in total consideration, excluding acquisition costs, of $13,636,364 based on the Wrkr Ltd closing share price on completion date. At the date of approval of these financial statements, the initial accounting for the business combination has not been completed. As permitted under AASB 3 Business Combinations, the Group will finalise the fair value of identifiable assets and liabilities within 12 months of the acquisition date. As control of PaidRight Holdings Pty Ltd had not transferred to the Group at 31 December 2025, the business combination has not been recognised in the consolidated financial statements for the year ended 31 December 2025. Administration and corporate costs incurred in connection with the business combination have been recognised as an expense in profit or loss in the period incurred. The business combination will be recognised in the financial statements for the period in which control is obtained. No other matter or circumstance has arisen since 31 December 2025 that has significantly affected, or may significantly affect the Group's operations, the results of those operations, or the Group's state of affairs in future financial years. For personal use only
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Wrkr Ltd Directors' declaration 31 December 2025 20 In the Directors' opinion: ● the attached financial statements and notes comply with the Corporations Act 2001, Australian Accounting Standard AASB 134 'Interim Financial Reporting', the Corporations Regulations 2001 and other mandatory professional reporting requirements; ● the attached financial statements and notes give a true and fair view of the Group's financial position as at 31 December 2025 and of its performance for the financial half-year ended on that date; and ● there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. Signed in accordance with a resolution of Directors made pursuant to section 303(5)(a) of the Corporations Act 2001. On behalf of the Directors ___________________________ Emma Dobson Non-Executive Chair 19 February 2026 Sydney For personal use only
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Grant Thornton Audit Pty Ltd Level 26 Grosvenor Place 225 George Street Sydney NSW 2000 Locked Bag Q800 Queen Victoria Building NSW 1230 T +61 2 8297 2400 grantthornton.com.au ACN-130 913 594 Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389. Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Limited is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389 and its Australian subsidiaries and related entities. Liability limited by a scheme approved under Professional Standards Legislation. Independent Auditor’s Review Report To the Members of Wrkr Ltd Report on the half-year financial report Conclusion We have reviewed the accompanying half-year financial report of Wrkr Ltd (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 31 December 2025, and the consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the half year ended on that date, including material accounting policy information, other selected explanatory notes, and the directors’ declaration. Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the accompanying half-year financial report of Wrkr Ltd does not comply with the Corporations Act 2001 including: a giving a true and fair view of the Group’s financial position as at 31 December 2025 and of its performance for the half year ended on that date; and b complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001. Basis for Conclusion We conducted our review in accordance with ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity. Our responsibilities are further described in the Auditor’s Responsibilities for the Review of the Financial Report section of our report. We are independent of the Company in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the annual financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. 21 For personal use only
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Grant Thornton Audit Pty Ltd Directors’ responsibility for the half-year financial report The Directors of the Company are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the Directors determine is necessary to enable the preparation of the half-year financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. Auditor’s responsibility for the review of the financial report Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity, in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the half year financial report is not in accordance with the Corporations Act 2001 including giving a true and fair view of the Group’s financial position as at 31 December 2025 and its performance for the half- year ended on that date, and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001. A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. G rant Thornton Audit Pty Ltd Chartered Accountants R J Isbell Partner – Audit & Assurance Sydney, 19 February 2026 22 For personal use only
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Wrkr Ltd ACN: 611 202 414 ASX Code WRK Level 3, Suite 1 104 Commonwealth St Surry Hills NSW 2010 info@wrkr.com.au www.wrkr.com.au For personal use only